FOR THE FINANCIAL YEAR 2014-2015 To
The Members DECO MICA LIMITED
Your directors have pleasure in presenting their 26th Annual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31st March 2015.
Financial Highlights (Standalone)
During the year under review performance of your company as under:
| || ||(Rupees in Lakhs) |
|Particular ||Year ended 31st March 2015 ||Year ended 31st March 2014 |
|Turnover ||4589.53 ||4373.98 |
|Profit/(Loss) before taxation ||189.52 ||176.99 |
|Less: Tax Expense || || |
|a) Current Tax ||37.10 ||37.85 |
|b) Excess/Short Provisions of tax || ||1 |
|c) Deferred tax expenses ||29.83 ||22.58 |
|d) Provision for wealth tax || || |
|Profit / (Loss) after tax ||122.59 ||115.56 |
|Add: Balance B/F from the previous year ||539.82 ||424.26 |
|Balance Profit / (Loss) C/F to the next year ||662.41 ||539.82 |
State of Companys Affairs and Future Outlook:
The income of the company during the year was Rs. 4589.53 lacs in comparison of Rs.4373.98 lacs in the previous year. The profitability of the Company from operationalactivities has increased by Rs. 215.55 lacs during the Financial Year 2014-2015.
To conserve the present profit no Dividend is recommended by the Board for theFinancial Year ended on 31st March 2015.
Amounts Transferred to Reserves:
No amount is transferred to General Reserve due to none recommendation of Dividend andLoss.
Extract of Annual Return:
The extract of Annual Return in format MGT -9 for the Financial Year 2014-15 has beenenclosed with this report as Annexure -1
Details of Subsidiaries Companies Associate Company & LLP/Partnership
*There is no Subsidiary of Company hence no such information is provided
Number of Board Meetings:
During the Financial Year 2014-15 meetings of the Board of Directors of the companywere held.
|Date of Board Meeting ||No. of Director Present in the Meeting |
|23rd May 2014 ||Three Directors were present |
|14th August 2014 ||Three Directors were present |
|13th November 2014 ||Three Directors were present |
|12th February 2015 ||Four Directors were present |
|27th May 2015 ||Three Directors were present |
Particulars of Loan Guarantees and Investments under Section 186:
During the financial year 2014-15 the Company has not given any loan to any otherCompany including Associate Concern.
The investment in other securities is within the authority given to the Board by theshareholders under Section 372A of the Companies Act 1956/Section 186 of the CompaniesAct 2013.
Particulars of Contracts or Arrangements with Related Parties:
All the transactions are at Arms length. Remuneration paid to the WorkingDirectors i.e. Managing Directors& Executive Directors is in respect of their timeinvolvement in development of Company. Other transactions are in the form of purchase/saleat current market price and are at arms length. The dividend/Profit earned from thisassociate are tax free in the hands of Company.
Explanation to Auditors Remarks:
The remarks made by the Auditors in their Report have been suitably dealt with in theschedules and notes and therefore do not call for any further clarification.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
A) Conservation of energy :
The Company continues its endeavor to improve energy conservation and utilization. Someof the steps taken by the Company for energy conservation during the financial year2014-15 at its manufacturing locations are outlined below.
The Company has made a capital investment of approximately 43 Lacs on the energy savingdevices during the financial year 2014-15.
(B) Technology Absorption :
(1) the efforts made towards technology absorption:
Indigenously developed technologies for the improvement of production in the factorywere adopted and required modifications and innovations were done on continuous basis.
(2) the benefits derived like product improvement cost reduction product developmentor import substitution:
The innovations made by the Company has provided better results in quality andproduction and also reducing the involvement of manual workers without increasing theoverall cost of production and maintenance.
(3) in case of imported technologies(imported during last three years reckoned fromthe beginning of the financial year)
(a) The details of technology imported: Nil
(b) The year of import: Nil
(c) Whether the technology been fully absorbed: Not applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefor: Not applicable.
(4) The expenditure incurred on Research and Development:
The Company subscribes to Tea Research Associations which does R & D work for itstea industries and their expert advice is also being obtained through visits by theirAdvisory Officers to the garden from time to time.
C. Foreign Exchange earnings and outgo:
Earnings in foreign exchange : NIL
Expenditure in Foreign Exchange : Rs. 332003/-
Risk Management Policy:
The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Managing Directors and directionsin this regard are issued accordingly.
Details of Directors and Key Managerial Personnel:
|NAME OF DIRECTOR ||DIN ||DESGNATION ||DATE OF APPOINTMENT ||RESIDENTIAL ADDRESS |
|VISHAL VIJAY BHAI AGARWAL ||01763739 ||Director ||08/11/2008 ||8 KAIRVI BUNGLOW NR SARTHI HOTEL BODAKDEV AHMEDABAD 380054 Gujarat INDIA |
|VIJAY KUMAR DINDAYAL AGARWAL ||01869337 ||Managing director ||01/01/1997 ||8-KAIRVI BUNG. NR. SARTHI HOTEL NR. HARIVELLA FLATS BODAKDEV AHMEDABAD 380054 Gujarat INDIA |
|HARISH KUMAR DHANJIBHAI JOSHI ||01871634 ||Director ||15/03/2007 ||72 SHIVGANESH BUNGLOWS SHILAJ ROAD THALTEJ AHMEDABAD 380059 Gujarat INDIA |
|UDAIBHAN BANSDEV TRIPATHI ||02571149 ||Director ||30/03/2005 ||5 OMCHAMUNDA APT. BHAIKAKANGR THALTEJ AHMEDABAD 380001 Gujarat INDIA |
|LALITADEVI SHYAM SUNDER MURARKA ||07168017 ||Additional director ||27/04/2015 ||84ISKON GREENS GHUMA AHMEDABAD 380058 Gujarat INDIA |
Re-Appointment of Directors:
As per the Provision of the Companies Act 2013 and Article of Association of theCompany Shri Vijaykumar Agarwal (DIN: 01869337) retires in ensuing Annual General Meetingand being eligible seeks Re-Appointment. The Board recommends their Re-Appointment.
Shri Vijaykumar Agrawal is a Commerce Graduate with over 30 years of experience in hisfield of business.
Comparison of Remuneration to Directors and employees:
There is no increase in the remuneration payable to Directors in Comparison to 8%increase in the salary of employee.
The Salary rise is based on the inflation data. The previous year increase in salary ofDirector is after two years. As such the rise in the salary is at par with other employeeof the Company. The Performance of the Company has been affected by Global recession andeconomic slowdown in the Indian economy.
In comparison to the Remuneration of Directors and other employees is as under:
1) Median of Directors remuneration:-
2) Median of employees remuneration:-
Details of significant & material orders passed by the regulators or courts ortribunal:
No order has been passed by the Court/Tribunal during the financial year 2014-2015.
Deposits (As per the Definition Section 2(31) of the Companies Act 2013)
The following details of deposits covered under Chapter V of the act:
I. Deposits Accepted during the year: NIL
II. Remained unpaid or unclaimed as at the end of the year: NIL
III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-
a. At the beginning of the year: N.A.
b. Maximum during the year: N.A.
c. At the end of the year: N.A.
IV. The details of deposits which are not in compliance with the requirements ofChapter: There is no such Deposit held by the Company.
Receipt of any commission by Managing Director / Whole Time Director from a Company orfor receipt of commission / remuneration from it Holding or subsidiary:
Company is not paying any commission to its director
Declaration by Independent Director:
The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made there under.
Secretarial Audit Report:
Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing CompanySecretary Dilip N. Motwani is annexed with the Board Report as. Annexure 2
Corporate Social Responsibility (CSR) Policy:
The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.
As on 31st March 2015 the Audit Committee comprises of three Directors outof which two are Independent Directors.
Shri Harishkumar Dhanjibhai Joshi(DIN: 01871634) Independent Director is the Chairmanof the Committee.
The time gap between two meetings was less than 120 days. The Committee met four timesin the year under review on the details of the Audit Committee are given as under: Thedetails of the Audit Committee are given as under:
Attendance record of DECO-MICA LIMITED Audit Committee
|Name of the Member ||DIN ||Position ||Status ||No. of Meetings Held ||No. of Meettings Attended ||Sitting Fee Rs. |
|Shri Harishkumar ||01871634 ||Indepen dent Director ||Active ||5 ||3 || |
|Shri Udaibhan Bansdev Tripathi ||02571149 ||Indepen dent Director ||Active ||5 ||3 || |
Oversight of the Companys financial reporting process and the disclosureof its financial information to ensure that the financial statement is correct sufficientand credible.
Recommending to the Board the appointment re-appointment if required thereplacement or removal of the statutory auditor and fixation of the audit fees.
Approval of payment to the statutory auditor for any other services rendered bythe statutory auditors.
Reviewing with the management the annual financial statement beforesubmission to the Board for approval with particular references to :
- Matters required to be included in the Directors Responsibility Statement to beincluded in the Boards report in terms of Section 134 of the Companies Act 2013..
- Changes if any in accounting policies and practices and reason for the same.
- Major accounting entries involving estimates based on the exercise of judgment bymanagement.
- Significant adjustment made in the financial statements arising out of auditfindings.
- Compliance with listing and other legal requirements relating to financialstatements.
Disclosure of any related party transactions.
Qualification in the audit report.
Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control system.
Reviewing the adequacy of internal audit plan.
Discussion with internal auditors on any significant findings and follow upthereof.
Reviewing the findings of any internal investigation by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.
Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post audit discussion to ascertain any area of concern.
To look into the reasons for substantial defaults in the payments to thedepositors shareholders (in case of non-payment of declared dividends) and creditors.
Reviewing the functioning of the Whistle Blower Mechanism.
Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
The Audit Committee is empowered pursuant to its terms of references to:
Investigate any activity within its terms of reference and to seek anyinformation it requires from any employee.
Obtain legal or other independent professional advice and to secure theattendance of outsiders with relevant experience and expertise when considered necessary.
The Company has systems and procedures in place to ensure that the Audit Committeemandatorily reviews:
Management discussion and analysis of financial condition and results ofoperations.
Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management.
Management letters/letters of internal control weaknesses issued by thestatutory auditors.
Internal audit reports relating to internal control weaknesses.
The appointment removal and terms of remuneration of the internal auditor.
In addition the Audit Committee of the Company also reviews the financial statements.The Audit Committee is also apprised on information with regard to related partytransactions by being presented:
A statement in summary form of transactions with related parties in the ordinarycourse of business.
Details of material individual transactions with related parties which are notin the normal course of business.
Details of material individual transactions with related parties or otherswhich are not on an arms length basis along with managements justification forthe same.
Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgement safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
Nomination & Remuneration Committee Policy:
The sitting fee paid to the non-executive directors commission to independentdirector and remuneration paid to the whole- time director is approved by theremuneration committee. Remuneration Committee consists of Shri Udaibhan Bansdev Tripathi(DIN: 02571149) and Shri Harishkumar Dhanjibhai Joshi (DIN: 01871634) both IndependentDirectors.
Half- yearly Declaration
A half yearly/Quarterly Declaration of financial performance including summaryof significant events in the last six months is currently not being send to each householdof shareholders. However the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of theCompany i.e. decomicaltd.com
Disclosure on Establishment of a Vigil Mechanism:
Fraud free corruption free work culture has been core to the Company. In view of thepotential risk of fraud and corruption due to rapid growth and geographical spread ofoperations the Company has put an even greater emphasis to address this risk.
To meet this objective a comprehensive Fraud Risk Management (FRM) policy akin tovigil mechanism or the Whistle Blower Policy has been laid down by the Board of Directors.
|Name of Director ||Remuneration for F.Y 2013-2014 ||Remuneration for F.Y 2014-2015 |
| ||(Amount In Rs.) ||(Amount In Rs.) |
|Vijaykumar Agarwal ||250000/- ||250000/- |
*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 Deco Mica Limited has modified the erstwhile policy forPrevention of Sexual Harassment at the Workplace and the Board of Directors haveunanimously adopted the same w.e.f. July 23 2014.
Vide notification dated December 9 2013; Ministry of Women and Child Development haveintroduced Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Rules 2013. The earlier policy has been amended by incorporating the rules and proceduresas mandated in the said notification. The revised policy shall be in effect from July 232014.
Company has Appointed Smt. Santoshdevi Vijaykumar Agrawal to redress the issuesregarding Sexual Harassments at work place.
J.T. Shah & Co. Chartered Accountants retires as Statutory Auditors of the Companyat the conclusion of the Annual General Meeting to be held for the Financial Year2016-2017 and being eligible to offer themselves for reappointment.
The Board of Directors has reappointed subject to the approval of the CentralGovernment M/s Ajay Jaisingh & Associates Cost Accountants as the Cost Auditors ofthe Company under the section 148 of the Companies Act 2013 to audit the Cost Accounts ofthe Company for the Financial Year 2014-15.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2015 and of the profit/loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
During fiscal 2011 we started a sustainability initiative with the aim of going greenand minimizing our impact on the environment. Like the previous years this year too weare publishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our website www.decomicaltd.com.
Electronic copies will be the Annual Report 2014-15 and Notice of the 26thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2015 and the Notice will be sent in thepermitted mode. Members requiring physical copies can send a request to the Company.
The Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.
The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.
| ||For Deco Mica Limited |
| ||Vijaykumar Agarwal |
|Date: 27-05-2015 ||(DIN: 01869337) |
|Place: Ahmedabad ||Chairman & Managing Director |